Terms and Conditions

Legal Information and Terms of Use
Welcome to Subout.com, LLC. Subout.com provides access to the public and members subject to the following terms of use. By accessing, viewing, posting, using or downloading materials from Subout.com, you agree to be bound by these terms of use and conditions. If you do not agree with these terms of use do not use Subout.com.

Use of Materials on Subout.com

Unless otherwise specified, you may view and download the materials on Subout.com for your personal, informational, commercial and non-commercial purposes, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials on Subout.com in any way or reproduce or publicly display, perform, post, transmit, distribute or otherwise use them for any public or commercial purpose. Subout.com and Splendtastic LLC reserves all rights to its copyrights, trademarks and other intellectual property.

Paid Membership Subscription Agreements (Only)

Services under paid Subscription Agreements ("Agreements") are available to corporations, other business entities and individuals that have accepted this Agreement and have provided the information requested on the Subscription Agreement form. These individuals and entities known as "Paid Members" represent that they are legally permitted in their jurisdiction to enter into agreements for the purchase of the services offered by Subout.com and that they are also legally able to offer goods and services in accordance with those that they may quote on via the Subout.com marketplace. Agreements are for the purchased users only, and may not be shared. Subout.com reserves all rights as to the granting of a Paid Subscription. Prior to utilizing the Subout.com website, Paid Members are required to complete their Profiles with accurate and current information. Paid Suppliers will not be able to utilize the site to submit opportunities or bids until the Profile is complete, as determined by Subout.com.

The term of service is noted on your Paid Membership Agreement form and access to Bid Opportunities are limited to those geographies and categories purchased.

Subscription fees are non-refundable. Annual fees that are paid monthly by credit/debit card, debit order or another basis will be considered delinquent if those fees are not received within ten (10) or more business days from your scheduled payment date. In this instance, Subout.com reserves the right to suspend your service and to bill the balance of your remaining obligation. Additionally, Subout.com is entitled to recover any sums expended in connection with the collection of delinquent amounts, including reasonable attorney's fees. Service may be restored once the complete membership obligation has been paid. The contract expiration date will not be extended to cover any time your service was suspended. If the original credit/debit card provided for the purposes of monthly billing expires prior to the payment of all obligated monthly installments, you agree to provide a new form of payment prior to the expiration date. In addition, if you change banks while paying for membership services using a debit order or other form of payment, then you agree to provide the necessary information in order to fulfill your payment obligations.

Your Paid Membership Subscription will automatically renew unless you send an email to support@subout.com during the final month in which you wish to be a member 30 days prior to your membership expiration date indicating your desire not to renew. Subout.com recommends that you print and date a copy of these Terms of Use for your records.

Termination

We may terminate your membership including Paid Subscriptions and delete your data immediately if you breach any clause of this Terms of Use agreement, our Privacy Policy or Security Policy the latter two of which are incorporated herein by reference. We may also terminate your membership if we are unable to verify or authenticate any information you provide to us.

Cancellation

You may cancel your membership by sending us a notice to support@subout.com. Cancellation of your membership does not relieve you of any financial obligations due under any paid subscription or your obligation to other members of Subout.com.

Partner and other Third Party Descriptions

Subout.com contains information concerning various third parties (often referred to as "partners") who offer products or services compatible with Subout.com products or customer services. This information is provided for your convenience only. Subout.com is not responsible for and does not warrant any third party product or service or the accuracy of any description.

Links to Other Websites

Subout.com provides certain links to other websites as a convenience to you. Subout.com does not monitor nor control the content of any other website and assumes no responsibility or liability of any kind for any material or communications available at such websites. Subout.com is not responsible for the content of any site that may be linked to from Subout.com.

Disclaimer of Warranty

Information on Subout.com may contain factual inaccuracies or typographical errors or be incomplete or out of date. Information may be changed or updated without notice. Subout.com may make changes and/or improvements in the products and/or programs at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND SUBOUT.COM, ALL MATERIALS PROVIDED ON SUBOUT.COM ARE PROVIDED AS IS, WHERE IS, AND AS AVAILABLE. WE MAKE ABSOLUTELY NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE OR SERVICES, AND HEREBY NOTIFY USERS THAT OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

Limitation of Liability

IN NO EVENT SHALL SUBOUT.COM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION OR LOSS OF PROFITS, REVENUE, DATA LOSS OR DATA USAGE INCLUDING PERSONAL INJURY OR DAMAGES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON WARRANTY OR IN CONTRACT, TORT, OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, ARISING FROM YOUR ACCESS TO, OR USE OF, ITS WEBSITE OR ANY OTHER HYPERLINKED WEBSITES, EVEN IF SUBOUT.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF A PAID SUBSCRIPTION , THEN IN NO EVENT SHALL SUBOUT.COMS's TOTAL CUMULATIVE LIABILITY EXCEED THE PAID MEMBERSHIP FEE ASSOCIATED WITH THE PAID MEMBERSHIP.

Indemnification

You agree to indemnify us from and against any and all claims and damages of any kind (including attorneys' fees) resulting from your use of the Subout.com, from your breach of any provision of the Terms of Use, Security Policy or Privacy Policy or from any actions you take. We reserve the right to report any wrongdoing by you, if we become aware of it, to the applicable government authorities.

Release

Subout.com does not get involved in Member-to-Member transactions, in the event that you have a dispute with one or more Members, you have agreed to release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of Subout.com or such disputes. You waive the provisions of any state, province, or country law limiting or prohibiting a general release.

User Submissions/ Messaging

You are prohibited from posting or transmitting to or from Subout.com any unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. Subout.com may, but is not obligated to, monitor or review any areas on this website where users transmit or post communications. Subout.com will have no liability for the content of any communications, whether or not arising under the laws of copyright, trademark, trade secret, libel, privacy, obscenity or otherwise. Subout.com and its administrators and moderators reserve all rights to remove any information deemed off-topic, unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. Subout.com and its administrators and moderators also reserve all rights to block or otherwise expel any user of Subout.com who is deemed to have violated these terms including IP addresses or ranges of IP addresses at the discretion of Subout.com administrators and moderators. Subout.com may also prohibit users or members from utilizing the website if the users are in certain jurisdictions that are considered state sponsors of terrorism.

Export control

By downloading or accessing software or technical data, you are agreeing not to import, export or re-export, either directly or indirectly (including transmission and shipment) except in accordance with all applicable laws of the land where you reside, and you are accepting responsibility to determine what is necessary to assure such compliance. In particular, but without limitation, you agree not to export, re-export or provide the software or technical data: (i) to any national or resident including those of Cuba, Iraq, Iran, Sudan, Libya, Syria, North Korea, or to any other country embargoed or restricted by the U.S. (This list of countries is current as of May 2008 but is subject to change); (ii) to anyone on the U.S. Commerce Department's Table of Denial Orders or the U.S. Department of Treasury's Specially Designated Nationals Lists; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any agency of the U.S. Government. You are also agreeing not to download, transfer, export or re-export Subout.com products, technology or software to your customers or any intermediate entity in the chain of supply if our products will be used in the design, development, production, stockpiling or use of missiles, chemical or biological weapons or for nuclear end uses. In addition, you are also agreeing that you will not export any Confidential Information from the United States except in full compliance with all requirements of the International Traffic in Arms Regulations (ITAR), the Export Administration Act and all other applicable laws and regulations. In addition, you will avail yourself of the Government policies and Arms Control laws and regulations of the land where you reside and access these websites.

Applicable Laws

Subout.com is controlled by Subout.com, LLC and Splendtastic LLC, Inc. from its offices in Hyannis, Massachusetts. Subout.com makes no representation that materials at its website are appropriate or available for use outside of its locations in the United States, and access to them from territories where their contents are illegal is prohibited. Those who access this site from other jurisdictions do so on their own initiative and are responsible for compliance with applicable local laws. Any claim relating to the materials on this website shall be governed by the substantive laws of the government of Pennsylvania, Any dispute arising out of or in connection with the use or access or otherwise related to its websites shall be finally settled by a competent court in Willow Grove Pennsylvania.

In addition, your use of the Subout.com represents your agreement that you shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the website, and that your quoting and purchasing of products and services and your posting and retrieval of information (including without limitation those governing, unfair competition, antitrust, and false advertising). You also acknowledge that we have an express policy of complying with all applicable laws, including but not limited to antitrust laws, and that the operation of the website is not intended to facilitate collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you do not intend to use the website in violation of any antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive activities. You are also responsible for paying all applicable fees, duties and taxes you may incur as a result of conducting business via the website.

Buyers and Suppliers

Buyers sourcing on Subout.com represent that they are the owners of the intellectual property placed on Subout.com for sourcing which are then disseminated to the supplier community. Subout.com does not guarantee that quotes will be received by Buyers sourcing RFQs.

Suppliers and all others registering as Suppliers and providing quotes on Subout.com further represent that they will respect the intellectual property of the Buyers including abiding by the confidentiality agreements and non-disclosure agreements specified by Buyers.

Paid Subscribers also agree that they receive membership accounts in their companies name and that these are single user accounts.

Buyers and Suppliers are responsible for performing their own due diligence on one another prior to soliciting quotes or providing quotes or awarding work and transacting business. This due diligence may take forms not provided by Subout.com.

Service warranty

The use of Subout.com may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications (including but not limited to circumstances such as: acts of sabotage, embargo, war, closing by governmental authorities, strikes, interruptions of telecommunications, floods, lightning, fire, earthquakes, viruses or other electronic impediments, or intentional or accidental errors committed by Users). Users acknowledge that Subout.com is not responsible for any delays, failures or other damage resulting from such limitations and that while every effort is made to provide industry standard uptimes of its, this is not guaranteed and furthermore Subout.com reserves to the right to interrupt service for scheduled or unscheduled maintenance or to fix bugs and errors as they occur.

Notices

You shall provide any required notice to us by e-mail to support@subout.com. We shall provide any notices to you by e-mail to the e-mail address you provided during your registration. Notice shall be deemed given 24 hours after the e-mail is sent, unless the sending party receives notice that the email has not been delivered (for reasons beyond the control of the recipient).

Other General Provisions

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Changes to these Terms of Use

Subout.com may at any time revise these Terms of Use by updating this posting and without directly informing you. You are bound by any such revisions. Subout.com reserves all rights pertaining to its website. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of Subout.com.

This Legal Information and Terms of Use was last updated November 20, 2012.